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BYLAWS FOR
ECIE.ORG |
Article
I |
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NAME AND ADDRESS
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Sec. 1.01 |
The Corporation shall be
known as:
Electronic Commerce Information Exchange aka: ECIE
(hereinafter referred to as the "Corporation")
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Sec. 1.02 |
The Corporation is:
A non-governmental organization, with no political or religious affiliation. It
was incorporated on July 25th 2000 as a Non-Profit organization in the State of
Washington, USA
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Sec. 1.03 |
The permanent address of
the Corporation shall be:
4308 N. 34th, Tacoma WA., in the area of
Pierce County, State of Washington, USA
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Article
II |
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GENERAL
PRINCIPLES |
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Sec. 2.01 |
The Corporation shall have
the following purposes:
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a) |
Training and
Educational/Business/Technical courses to be given to Latino communities in the
USA and in South America.
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b) |
Transference of
Information and Knowledge to further the development of said Latino communities
in the areas of E-Commerce and Information Technology.
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c) |
Aid those communities to
develop their own educational/technical strategies.
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d) |
To aid, support and
assist by gifts, contributions or otherwise, other corporations, community
chests, funds, and foundations organized and operated exclusively for
charitable, scientific, technical, or educational purposes, no matter where
they are located throughout the world.
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Sec. 2.02 |
To carry out its objectives
the corporation proposes to:
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a) |
Use computer networks as
one of the mediums for the development.
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b) |
Give low-cost seminars
to Latino Communities in USA and Latin America.
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c) |
Create and maintain an
official Web page for the corporation, with the contents being the whole
responsibility of the Board of Directors.
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d) |
Give free space in the
Web pages to communities, specially in Peru, as a training method for young
students to practice and learn Internet skills.
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e) |
To promote interchange
of ideas, information, ways and means of carrying out business by the use of
forums, lists, seminars, in Spanish.
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Article
III |
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ORGANIZATION |
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Sec. 3.01 |
Form of
Organization.
A Board of Directors shall manage all matters of this
Corporation.
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Sec. 3.02 |
Number of Directors.
The board shall have no fewer than five members.
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Sec. 3.03 |
Election of Directors and
term period.
There shall be no election of Directors. Each Director
and Chief Executive will serve in rotation for a period of three years.
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Article
IV |
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CREATION OF
COMMITTEES |
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Sec. 4.01 |
Advisory Committee:
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a) |
General Functions. This
committee shall act as assessor/consultant to the Board of Directors.
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b) |
Number of Members. This
committee shall be formed by five members highly qualified in the field of
business, and/or in the field of Computer technology.
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c) |
Duration of office. The
voluntary participation will be for one year, at the end of which the members
of this committee might volunteer for other term.
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d) |
The committee will meet
to Assess/Consult at the request of the Board of
Directors.
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e) |
Mode of communication.
The communication will be entirely using electronic
medium.
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Sec. 4.02 |
Other Committees.
.In addition to the Advisory Committee, the Board of Directors may create other
committees as deemed necessary.
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Article
V |
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OFFICERS AND THEIR
DUTIES |
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Sec. 5.01 |
The first Board of
Directors will be formed as follows:
Alberto Delgado
President
Edwin San Roman
Vice President
Martha
Davies Treasurer/Secretary
Michael
McLain Director
William
McLain Chief Executive
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Sec. 5.02 |
Duties of each
office:
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a) |
President:
- Presides in all
meetings
- Co-signs all
contracts
- General
representation and coordination
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b) |
Vice-President:
- Is prepared to assume
the office of presidency
- Works in tandem with
the President in all matters of representation and general coordination
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c) |
Treasurer:
- Administers the
accounts and donations received by the Corporation
- Co-signs all
contracts
- Reports periodically
to the Board of Directors on the financial status of the organization
- Proposes an adjunct
expert in accounting
- Prepares a report to
be audited by an external Auditor
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d) |
Secretary:
- Maintains the
minutes
- Maintains the
archives, press releases and e-mail
- The office of
Secretary may be combined with the office of Treasurer
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e) |
Chief
Executive:
- The Chief Executive
shall be salaried with the responsibilities of hiring or terminating staff,
enter into routine contracts, and obtain legal consultation
- The Chief Executive
will have the right to vote and shall be counted in determining the total
number of authorized directors
- The salary of the
Chief Executive will be determined by the salary's range in the area where the
Chief Executive will be serving
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Sec. 5.03 |
Removal of
Officers:
A board member must meet fiduciary duties with a careful and
prudent judgment, have complete adherence to the organization's purpose and
rules, and avoid conflict of interest. If removal for "just cause" is
contemplated, legal counsel should be consulted.
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Article
VI |
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MEETINGS OF THE
BOARD |
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Sec. 6.01 |
Meetings:
Shall be
conducted via Internet and shall be called by the President of the Board, often
as needed.
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Article
VII |
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ANNUAL
AUDITS |
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Sec. 7.01 |
Annual Audits:
The
Treasurer shall have all reports ready for an annual audit to be conducted by
an accountant who shall prepare an annual financial
statement
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Article
VIII |
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INDEMNIFICATION AND
INSURANCE |
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Sec. 8.01 |
Indemnification and
Insurance:
The corporation may, by resolution of the Board, provide for
indemnification by the corporation of any and all of its directors and officers
against expenses actually and necessarily incurred by them in connection with
the defense of any action, suit, or proceeding in which they or any of them are
made parties. The corporation may purchase insurance for such
indemnification
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Article
IX |
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AMENDMENTS OF BY
LAWS |
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Sec. 9.01 |
Amending:
The
Bylaws may be amended any time by the 50% plus one of the votes of the Board of
Directors
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Article
X |
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DISSOLUTION OF THE
CORPORATION |
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Sec. 10.01 |
Dissolution:
In the
event that the Corporation is dissolved, the residual of accumulated funds,
after paying all debts and obligations incurred by the Corporation, will be
donated to another organization that has similar
principles
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